Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of
At the Special Meeting, the following proposals were considered:
(1) Merger Agreement Proposal. The proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent.
(2) Adjournment Proposal. The proposal to adjourn the Special Meeting, if necessary or appropriate, including adjournment to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement Proposal.
(3) Advisory (Nonbinding) Merger-Related Compensation Proposal. The proposal to approve, by nonbinding advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger.
For more information on each of these proposals, see the Company's definitive
proxy statement filed with the
Each of the three proposals was approved by the requisite vote of the Company's shareholders. In addition, the Merger Agreement Proposal was approved by a majority of the Shares held by shareholders other than Parent, Merger Sub and their affiliates.
The final voting results for each proposal are described below.
(1) Merger Agreement Proposal: For Against Abstain 15,807,581 216,455 11,784 Merger Agreement Proposal, excluding Shares held by Parent, Merger Sub and their affiliates: For Against Abstain 9,738,534 216,455 11,784 2
-------------------------------------------------------------------------------- (2) Adjournment Proposal: For Against Abstain 15,417,623 603,795 14,402 (3) Advisory (Nonbinding) Merger-Related Compensation Proposal: For Against Abstain 12,725,999 3,270,627 39,194
Because the Merger Agreement Proposal was adopted by the requisite vote, no adjournment to solicit additional proxies was necessary.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit
99.1 Press Release, datedFebruary 25, 2020 . 3
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